Fixed Portion. Subject to the Executive’s execution (without revocation) of the Executive’s Waiver and Release Agreement, the Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s Average Target Achievement (as hereinafter defined), multiplied by (B) the Executive’s then current Target Bonus Percentage, multiplied by (C) the Executive’s then current Annual Base Salary, multiplied by (D) one and one-half (1 1⁄2). The “Average Target Achievement shall be the amount calculated as (x) the sum of the percentage of the Executive’s Target Bonus Percentage actually earned by the Executive pursuant to the Employer’s annual incentive program for each of the two (2) most recently completed calendar years for which annual cash bonus earnings have been finally determined under such program as of the date of termination of the Executive’s employment with the Employer, divided by (y) two (2). Such amount shall be paid in equal installments over a period of eighteen (18) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date of the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2).
Example 1. The Executive’s employment terminates in 2015, after 2013 and 2014 bonuses have been finally determined. At the time of the termination, the Executive’s Annual Base Salary is $450,000 and the Executive’s Target Bonus Percentage is 75%. In 2013, the Executive’s earned annual bonus was $320,625, calculated as (x) $450,000 Annual Base Salary, times (y) 75% Target Bonus Percentage, times (z) 95% achievement of Target Bonus Percentage. In 2014, the Executive’s earned annual bonus was $337,500, calculated as (x) $450,000 Annual Base Salary, times (y) 75% Target Bonus Percentage, times (z) 100% achievement of Target Bonus Percentage. The Average Target Achievement is (A) .95 plus 1.00, divided by (B) 2, or .975. Thus, the amount calculated pursuant to Section 5.2(b)(2) would be (A) .975, multiplied by (B) 75%, multiplied by (C) $450,000, times one and one-half (1 1⁄2), or $32...
Fixed Portion. There shall be a fixed portion of the Base Prices that is not subject to adjustment. The fixed portion effective January 1, 2013, shall be ****% of the individual Base Prices determined pursuant to Section 4.1.1 above, and shall remain unchanged for the term of this Confirmation.
Fixed Portion. The Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s then current Target Bonus Percentage, multiplied by (B) the Executive’s then current Annual Base Salary, multiplied by (C) one and one half (1 1/2) . Such amount shall be paid in equal installments over a period of eighteen (18) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date that the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2).
Example 1. At the time of the Executive’s termination of employment, the Executive’s Annual Base Salary is $xxx, and the Executive’s Target Bonus Percentage is [x]%. The amount calculated pursuant to Section 5.2(b)(2) would be (A) [x]%, multiplied by (B) $xxx, multiplied by (C) 1.5, or $xxx.
Fixed Portion. The Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s then current Target Bonus Percentage, multiplied by (B) the Executive’s then current Annual Base Salary. Such amount shall be paid in equal installments over a period of twelve (12) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date that the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2).
Example 1. At the time of the Executive’s termination of employment, the Executive’s Annual Base Salary is $xxx, and the Executive’s Target Bonus Percentage is [x]%. The amount calculated pursuant to Section 5.2(b)(2) would be (A) [x]%, multiplied by (B) $xxx, or $xxx.
Fixed Portion. The Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s then current Target Bonus Percentage, multiplied by (B) the Executive’s then current Annual Base Salary, multiplied by (C) one and one half (1 1/2). Such amount shall be paid as a lump-sum payment no later than sixty (60) days following the date of the Executive’s termination of employment. The following example illustrates the application of Section 5.3(b)(2).
Example 1. At the time of the Executive’s termination of employment, the Executive’s Annual Base Salary is $xxx, and the Executive’s Target Bonus Percentage is [x]%. The amount calculated pursuant to Section 5.3(b)(2) would be (A) [x]%, multiplied by (B) $xxx multiplied by (C) 1.5, or $xxx.
Fixed Portion. The Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s then current Target Bonus Percentage, multiplied by (B) the Executive’s then current Annual Base Salary, multiplied by (C) two (2). Such amount shall be paid in equal installments over a period of twenty-four (24) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date that the Company first begins payment of such amounts).
Fixed Portion. The Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s then current Target Bonus Percentage, multiplied by (B) the Executive’s then current Annual Base Salary, multiplied by (C) three (3). Such amount shall be paid as a lump-sum payment no later than sixty (60) days following the date of the Executive’s termination of employment.
Fixed Portion. The Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s then current Target Bonus Percentage, multiplied by (B) the Executive’s then current Annual Base Salary, multiplied by (C) [one and one half (1 1/2)] [two (2)]. Such amount shall be paid in equal installments over a period of [eighteen (18)] [twenty-four (24)] months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date that the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2).
Example 1. At the time of the Executive’s termination of employment, the Executive’s Annual Base Salary is [$500,000] [$1,000,000], and the Executive’s Target Bonus Percentage is [75%] [150%]. The amount calculated pursuant to Section 5.2(b)(2) would be (A) [75%] [150%], multiplied by (B) [$500,000] [$1,000,000], multiplied by (C) [1.5] [2], or [$562,500] [$3,000,000].
Fixed Portion. The Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s then current Target Bonus Percentage, multiplied by (B) the Executive’s then current Annual Base Salary, multiplied by (C) [two (2)] [two and one half (2 1/2)]. Such amount shall be paid as a lump-sum payment no later than sixty (60) days following the date of the Executive’s termination of employment. The following example illustrates the application of Section 5.3(b)(2).
Example 1. At the time of the Executive’s termination of employment, the Executive’s Annual Base Salary is [$500,000] [$1,000,000], and the Executive’s Target Bonus Percentage is [75%] [150%]. The amount calculated pursuant to Section 5.3(b)(2) would be (A) [75%] [150%], multiplied by (B) [$500,000] [$1,000,000], multiplied by (C) [2] [2.5], or [$750,000] [$3,750,000].
Fixed Portion. 3.3.1 The fixed portion of the Provisional Purchase Price shall be equal to an amount of 60% of (Provisional Enterprise Value minus the Provisional Structured Debt (Long-Term Portion)) plus 100% of the Provisional Working Capital (the “Fixed Portion of the Provisional Purchase Price”).
3.3.2 The fixed portion of the Purchase Price shall be equal to an amount of 60% of (Closing Enterprise Value minus the Closing Structured Debt (Long-Term Portion)) plus 100% of the Closing Working Capital (the “Fixed Portion of the Purchase Price”).
